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income,or personal property to which the County does not hold title.The County is <br />exemptfrom Federal Excise Tax. <br />10.Regulations and Requirement: <br />This Agreement shall be subject to all laws,rules and regulations of the United States of <br />America,and State of Washington,and political subdivisions of the State of Washington, <br />and to any other provisions set forth herein or in the attached exhibits. <br />11.Right to Review: <br />This contract is subject to review by any Federal or State auditor.The County or its <br />designee shall have the right to review and monitor the financial and service components <br />of this program by whatevermeans are deemed expedientby the County.Such review <br />may occur with or without notice,and may include,but is not limited to,on-site inspection <br />by County agents or employees,inspection of all records or other materials which the <br />County deems pertinent to the Agreement and its performance,and any and all <br />communications with or evaluation by service recipients under this Agreement.The <br />Contractor shall preserve and maintain all financial records and records relating to the <br />performance of work under this Agreement for 6 years after contract termination,and shall <br />make them availablefor such review,within Kittitas County,State of Washington,upon <br />request. <br />12.Modifications: <br />12.1 Either party may request changes in the Agreement.Any and all agreed <br />modifications shall be in writing,signed by each of the parties. <br />12.2 The County may,at any time,by written notice thereof to Contractor <br />("Change Notice")makes changes in the Work within the general scope of <br />this Agreement,including,but not limited to:(a)changes in,revisions to, <br />substitutions for,additions to or deletions of any Work;(b)changes in <br />schedule;and (c)acceleration,deceleration or suspension of pedormance <br />of any Work. <br />12.3 If any change in the Work causes an increase or decrease on Contractor's <br />cost of,or the time required for,performance of the Work,an equitable <br />adjustmentin the compensation to Contractor and in the schedule for the <br />performance of the Work shall be made to reflect such an increase or <br />decrease. <br />12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable <br />equitable adjustment,Contractor shall proceed in accordance with all <br />Change Notices.Contractor must,within thirty (30)days after receipt of any <br />Change Notice that does not set forth any acceptable adjustment,submit to <br />the County a written statementsetting forth any adjustmentclaimed. <br />Professional Services Agreement <br />Page 5